Indemnifying Holder definition

Indemnifying Holder means (i) Company Stockholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares), (ii) Company Optionholders holding Cash-Out Options and (iii) Company Warrantholders.
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Indemnifying Holder has the meaning set forth in Section 9.2(a).
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Indemnifying Holder. As defined in Section 8(b) hereof.
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Examples of Indemnifying Holder in a sentence

  • Notwithstanding anything to the contrary contained in this Agreement, in the case of claims arising out of, resulting from or in connection with fraud, willful misconduct or intentional misrepresentation committed by any Indemnifying Holder, nothing in this Agreement shall limit the rights or remedies of Parent or any other Indemnitee against such Indemnifying Holder for Damages.

  • The Securityholders’ Agent shall not be liable to any Indemnifying Holder for any act done or omitted under this Agreement as the Securityholders’ Agent while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.

  • Each Indemnifying Holder shall bear their own legal and other fees and expenses incurred in connection with this Agreement, without limitation, any related broker’s or finder’s fees, subject to the provisions of this Agreement.

  • Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Escrow Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii).

  • The powers, immunities and rights to indemnification granted to the Securityholders’ Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Holder and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Indemnifying Holder of the whole or any fraction of his, her or its interest in the Escrow Fund.

  • Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii).

  • The Securityholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet; (ii) rely upon any signature believed by it to be genuine; and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Holder or other party.


More Definitions of Indemnifying Holder

Indemnifying Holder is defined in Section 2.3(c)(ii).
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Indemnifying Holder means a Company Securityholder that is entitled to receive the Per Share Consideration pursuant to SECTION 3 of this Agreement by virtue of: (i) the approval and adoption of this Agreement by executing and delivering the Stockholder Written Consent, (ii) submitting a Company Stockholder Letter of Transmittal, or (iii) being a holder of Vested Options.
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Indemnifying Holder has the meaning set forth in Section 6.10(d).
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Indemnifying Holder means each Person who holds a Share or Qualifying Option immediately prior to the Closing.
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Related to Indemnifying Holder

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Investor Indemnified Party is defined in Section 4.1.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Electing Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Holder Indemnified Party is defined in Section 4.1.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Controlling Holder means, as of any date of determination: